ONNX Switchboard Extension License
==================================

SWITCHBOARD SDK
===============

Synervoz Communications Inc.
5th Floor, 100 University Avenue
Toronto, ON M5J 1V6

licensing@synervoz.com
+1 (437) 562-8482

This license can be found at https://switchboard.audio/licensing/


SWITCHBOARD SDK MASTER LICENSE AGREEMENT

Effective Date: May 27, 2023
Updated: January 26, 2026

INTRODUCTION

Synervoz Communications Inc. develops and markets the Switchboard SDK. A list
of its features is available at: https://docs.switchboard.audio/

To make use of the Switchboard SDK, the following license types are available:

1. Free Prototyping License to the Switchboard SDK, the "Prototyping License"
2. Commercial Licenses to the Switchboard SDK, "Commercial Licenses"
3. Example Code License, "Example Code License".

Note that the marketing names for each license may differ. For example, on the
Switchboard Pricing page (https://switchboard.audio/pricing/), as of November
26, 2025, the "Free" pricing tier aligns with the Prototyping License. The
"Growth" and "Custom" tiers align with Commercial Licenses. The Example Code
License applies to example apps and other items as noted below.

BACKGROUND

The Prototyping License is meant to be used to build and test new
applications, or to test new feature ideas for existing applications
(collectively, "New Projects"). Commercial Licenses are required when New
Projects no longer meet the limitations set out in the Free Prototyping
License.

No support or guarantees are included with the Prototyping License. Support,
customization, and other requests are offered as part of Synervoz's consulting
services business, as well as through our Commercial Licenses.

Commercial Licenses are required when one or more limitations of the Free
Prototyping License is exceeded. Commercial Licenses can be customized
according to the customer's use case and business model and generally require
you to get in touch. The Prototyping License limitations are designed to allow
for experimentation, evaluation, and to help with decision making. The
limitations are not designed to allow for use of the Switchboard SDK in
commercial products at scale.

Synervoz makes available certain example code and sample apps to illustrate
how the Switchboard SDK can be used in different types of projects. Unless
otherwise noted, open source license files are provided with these example
projects. These are distinct from licenses to the Switchboard SDK, which are
governed by this Master License Agreement. If you use any example code or
sample apps provided by Synervoz, you need to read these license files as
well.

Furthermore, the Switchboard SDK contains Extensions which may include
third-party SDKs, software and services that have their own licensing
requirements. In these cases, you will find the licensing information in the
download package for each such Extension. Synervoz makes no representation as
to the licensing requirements for any third-party Extensions. It is your
responsibility to review these requirements yourself. Certain Extensions or
aspects of the Switchboard SDK may depend on third-party open source software
components ("OSS Components") licensed under their own licenses, as identified
in the documentation and/or a Licenses.txt file included with the
distribution. Licensee's use of each OSS Component is subject to the
applicable license for that component, and those terms will control in any
conflict with this Agreement. Synervoz disclaims all warranties and
liabilities with respect to OSS Components as stated in their licenses.

Developers are free to experiment with the Switchboard SDK and to understand
its capabilities and limitations prior to reaching out to Synervoz to discuss
a Commercial License. When you've determined that the Switchboard SDK could be
a good fit for your project and you are ready to discuss a Commercial License,
please contact:

licensing@synervoz.com

Unauthorized and/or unlicensed usage of the Switchboard SDK or any other
Synervoz technologies may result in interruption of service without notice.
Synervoz is not required to provide notice of service interruption.

Note that certain aspects of this SDK and/or implementations built with it may
be covered by one or more patents including without limitation U.S. Patent No.
US11150866B2 and US9462115B.

LICENSE DETAILS AND DESCRIPTIONS

Prototyping License:

The Prototyping License is a free license to use the Switchboard SDK for
experimentation and R&D purposes. It allows for public release and testing,
including on the iOS App Store or Google Play Store, however, it is limited as
follows ("Limitations"):

Limited to a maximum of 20,000 Activations as determined by Synervoz's
analytics. This is cumulative, not monthly. An activation record is stored
each time the SDK is initialised in an application. The SDK makes a request to
our api server to record the event. Synervoz reserves the right to change how
activations are defined and measured. If you are uncertain whether your usage
will exceed this limit, you must contact Synervoz promptly.
Synervoz may extend, at its discretion, the free tier beyond the 20,000
Activation limit. For example, it might offer free use of the SDK up to 10,000
Monthly Active Users (MAUs). Synervoz may further, at its sole discretion,
allow users to self-report MAUs or any other metric that may be used as an
alternative limit. But Synervoz reserves the right to contact the user to
discuss how they are measuring usage, as well as to deny their self-reported
metrics, imposing the stricter limit of 20,000 cumulative Activations.
Synervoz may use your company name and logo on its website and in marketing
materials to identify you as a customer.
Synervoz may further request that you provide attribution in the application
or on your website such as "powered by Switchboard". This is not required by
default, but we reserve this right if you are using the free Prototyping
License.
The Prototyping license is not to be used for products or installations in
public venues such as a bar, theater, or conference hall.
The Prototyping license cannot be used for embedded devices

Once an app breaches any of the Limitations, a Commercial License is required.
Synervoz reserves the right to disable usage and the Switchboard SDK may
trigger this automatically.

Commercial Licenses
Commercial Licenses currently require licensing fees to be negotiated with
Synervoz. You must get in touch with Synervoz via licensing@synervoz.com if
you no longer meet the Limitations of the Prototyping License.

Synervoz may, from time to time, include fixed pricing tiers on its marketing
website for the SDK (e.g. https://switchboard.audio/ or
(https://switchboard.audio/pricing/). Such pricing tiers may be tied to an
agreement that removes certain limitations or increases the usage limits
beyond those offered as part of the free tier (i.e. the Prototyping License).
Paid plans will be considered to incorporate Commercial Licenses. If the terms
of those paid plans appear to conflict with this Agreement, or are otherwise
unclear, it is your responsibility to contact licensing@synervoz.com to
resolve any discrepancies.

Example Code License
Synervoz makes available certain example code and sample apps to illustrate
how the Switchboard SDK can be used in different types of projects. Unless
otherwise noted, license files are provided with these example projects. These
are distinct from licenses to the Switchboard SDK, which are governed by this
Master License Agreement. If you use any example code or sample apps provided
by Synervoz, you need to read these license files as well.

If you are using one of our example apps that contains the Switchboard SDK,
you are also bound to this SWITCHBOARD SDK MASTER LICENSE AGREEMENT.

WHAT IF I HAVE MORE THAN ONE APPLICATION?

You must have a license for each Application (as defined below), regardless of
how you subdivide or commercialize your technology. Each distributed
application must have its own license.

PREAMBLE

Before downloading or using the Switchboard SDKs, you are required to read,
understand and agree to these terms. (Capitalized terms not immediately
defined are located in Section 10 below.)

This SWITCHBOARD SDK MASTER LICENSE AGREEMENT (this "Agreement") is a legal
agreement between you individually if you are agreeing to it in your own
capacity, or if you are authorized to acquire the Switchboard SDK on behalf of
your company or organization, between the entity for whose benefit you act
("You" or "Licensee") and Synervoz Communications Inc. ("Synervoz").

By downloading, installing, activating or using the Switchboard SDK, you are
agreeing to be bound by the terms of this Agreement. If you have any questions
or concerns about the terms of this Agreement, please contact us at:

licensing@synervoz.com

If you decide you are unwilling to agree to the terms of this Agreement, you
have no right to use
the Switchboard SDK, or any Synervoz intellectual property rights (including
patents), except as expressly licensed herein, and you furthermore acknowledge
you have no expectation of uninterrupted ongoing service and access to any
Synervoz technology.

The most current version of the SWITCHBOARD SDK MASTER LICENSE AGREEMENT will
be posted at:

https://switchboard.audio/licensing

If the Current Version has a more recent effective date than this document,
then this document is replaced by the Current Version and by downloading,
installing, activating or using the Switchboard SDK in any capacity, you are
agreeing to be bound by the Current Version. You may not use an old version of
the Switchboard SDK if you have not agreed to the Current Version.
Your continued use of any version of the Switchboard SDK constitutes your
agreement to the then-current version of the SWITCHBOARD SDK MASTER LICENSE
AGREEMENT, regardless of when or from where you obtained the SDK.

STANDARD TERMS AND CONDITIONS


1.1 License Grant.

(a) In accordance with the terms herein, Synervoz grants to Licensee a
limited,
non-exclusive, non- transferable, non-sublicensable license to install and use
a reasonable
number of copies of the applicable Switchboard SDK to be used for an
Application solely in the manner described in the documentation contained in
the Switchboard SDK, if any.

(b) Licensee may distribute Applications provided that, except as expressly
permitted herein,
Licensee does not directly or indirectly market, rent, distribute, transfer,
license, sublicense,
sell, or furnish to any third party all or any part of, the Switchboard SDK or
copies of any part thereof including in conjunction with or as part of
Applications. For greater clarity the rights granted hereunder are solely with
respect to Licensee's use of the Switchboard SDK and in no event shall there
be an implied license under any Synervoz intellectual property rights.
Licensee may not copy the Switchboard SDK or any portion thereof except as
expressly permitted herein. For the purposes of this provision "copy" shall
not include copying of statements and instructions of the Switchboard SDK or
any portion thereof that naturally occurs during normal program execution when
used in accordance with and for the purposes described in the documentation or
in the course of making unmodified copies of the Switchboard SDK or
documentation as part of the regular back-up of the Switchboard SDK in
accordance with standard industry business practices. Notwithstanding the
foregoing, if Synervoz has terminated any license granted to Licensee for the
Switchboard SDK, no right to use the Switchboard SDK is granted to Licensee
hereunder.

(c) To the extent that Distributable Source Code is provided as part of the
Switchboard SDK,
Licensee may use, modify and compile the Distributable Source Code solely for
the purposes of developing Licensee's Applications. Notwithstanding the
foregoing, Licensee may not modify any header files included in the
Switchboard SDK.

(d) Licensee must require users of Licensee's Applications, in the license
terms applicable to
Licensee's Applications, to agree not to Reverse Engineer Licensee's
Applications (including the
Switchboard SDK), except to the extent that Licensee is expressly precluded by
law from imposing such restriction.

(e) Notwithstanding anything contained herein to the contrary, Licensee may
not combine, distribute, or otherwise use the Switchboard SDK with any code or
other content which is covered by a license that would directly or indirectly
require that all or part of the Switchboard SDK be governed under any terms
other than those of this Agreement.

(f) Synervoz requires use of a license key for use of the Switchboard SDK,
which use shall be determined by Synervoz in its sole discretion. Licensee
agrees to download and validate such license key in order to use the
Switchboard SDK and provide accurate and complete information as requested by
Synervoz. In the event a license key is required for the Switchboard SDK, you
may not continue to use the Switchboard SDK even if it is a prior version
(including a version that did not require a license key) unless you receive
written permissions from Synervoz. You acknowledge any or all Switchboard SDKs
may require use of a licensee key and the applicable Switchboard SDK may not
work without such license key. Synervoz does not track personally identifiable
information ("PII") but does monitor usage for unauthorized or illegal usage.
Synervoz makes no representation that it will be able to detect nor does it
covenant to inform you if it discovers misuse of PII.

(g) Patent License (Prototyping). For so long as you comply with this
Prototyping License, Synervoz grants you a limited, worldwide, non-exclusive,
non-transferable, royalty-free license under Synervoz's patent claims for (i)
your use of the sample applications and example code included with the SDK,
and (ii) your development and distribution of prototype Applications in
accordance with the SDK documentation that infringe Synervoz's patent claims.
This license ends automatically if you exceed the Prototyping License
limitations or fail to obtain a Commercial License. No other patent rights are
granted, whether by implication, estoppel, or otherwise. This license
automatically terminates if Licensee, or any entity controlling, controlled
by, or under common control with Licensee, asserts a patent claim against
Synervoz, the Switchboard SDK, or any Synervoz customer or user based on their
use of the Switchboard SDK.

2.1 Open Source. The Switchboard SDK may be embedded into open-source,
source-code and/or source-code repo, provided such use in compliance with the
terms of this Agreement.

(a) Licensee acknowledges that if the Switchboard SDK is used in this manner,
the
following limitations apply: (i) Synervoz and its Switchboard SDK must be
mentioned in the README, and (ii) a copy of this Agreement must be included.

2.2 Use. Licensee is responsible for all activities with respect to the
Switchboard SDK
undertaken by Licensee and Licensee's Authorized Users and will ensure that:

(a) the Switchboard SDK and Application(s) will be used in accordance with
this Agreement, all applicable laws and regulations, and the documentation
provided by Synervoz;

(b) the Switchboard SDK (or components thereof) will not be sublicensed or
incorporated into any other platform or SDK or API or embedded device, without
written permission and license from Synervoz;

(c) Licensee has the right and authority to enter into this Agreement, either
on Licensee's own behalf or on behalf of a company or other entity, and
Licensee, if an individual, is over the age of majority;

(d) Licensee and Licensee's Authorized Users will not knowingly develop or
distribute Applications or make any products, services or content available
through Licensee's Applications, the use of which in isolation or with any
other software, system, network, or data would contain functionality that
could be used for inappropriate or improper purposes or interfere with the
proper operation of, degrade, cause damage to or adversely affect any
software, hardware, services, system, network or data used by any person
including Synervoz, or otherwise have a detrimental effect upon Synervoz, or
any of its customers or products or services, and Licensee will immediately
cease any such activity;

(e) Licensee and Licensee's Authorized Users will not use the Switchboard SDK
to develop any
Applications or make any products, services or content, which are intended to
be used to commit or would be used predominantly to commit any crime or other
illegal or tortious acts and without limiting the foregoing, Applications will
not contain or link to any content, or perform any function, that is illegal
(e.g. against any criminal, civil or statutory law or regulation), any libel
or defamation, obscene, objectionable, harassing, hateful, profane, indecent,
offensive, breach of privacy, infringement or misappropriation of any
intellectual property rights and/or other proprietary rights of any party
(including, without limitation, unlawfully circumventing any digital rights
management protections);

(f) Applications and any products, services or content made available through
Licensee's Applications will not contain any: (i) virus, Trojan horse, worm,
backdoor, shutdown mechanism, malicious code, sniffer, bot, drop dead
mechanism, or spyware; or (ii) any other software, code, or program that is
likely to or is intended to: (A) have an adverse impact on the performance of,
(B) disable, corrupt, or cause damage to, or (C) cause or facilitate
unauthorized access to or deny authorized access to, or cause to be used for
any unauthorized or inappropriate purposes, any software, hardware, network,
services, systems, or data;

(g) Licensee will not develop or distribute any Application or make available
any products, services or content available through any Application that
infringes any Synervoz, affiliate or third party copyrights, trademarks,
industrial design rights, rights of privacy and publicity, trade secrets,
patents, or other proprietary or legal rights;

(h) Applications that offer or are used in conjunction with location based
services or functionality will obtain consent before Licensee collects,
transmits, processes, displays, discloses, maintains, or uses location data in
any manner whatsoever, and notwithstanding the generality of the foregoing
Licensee shall comply with applicable privacy and data protection legislation
in respect of such information; and

(i) Licensee will ensure that the Applications and all development work
directly or indirectly related to the Switchboard SDK shall be performed and
provided in a professional and highly competent manner, to the best and full
limit of Licensee's (and its Authorized User's) abilities and in accordance
with the highest standards in the Licensee's industry.

2.3 Export Restrictions. Licensee acknowledges that the Switchboard SDK may
include software that may be subject to export, import, and/or use controls by
governmental authorities by way of law or regulation. Licensee agrees that the
Switchboard SDK will not be exported, imported, used, transferred, or
re-exported except in compliance with the laws and regulations of the national
and/or other government authorities with authority over the country(ies)
and/or territory(ies) from which the Switchboard SDK is being exported or to
which the Switchboard SDK is being imported. Notwithstanding any agreement
with a third-party or any provision of law, regulation or policy, if Licensee
is any agency of the government of the United States of America, then
Licensee's rights in respect of the Switchboard SDK shall not exceed the
rights provided under this Agreement, unless expressly agreed upon by Synervoz
in a separate written agreement.

3.1 Compensation.

(a) Available Licenses; Marketing and Fees; Press Release.

(i) Prototyping License Requirements: There is no fee for the use of the
Switchboard SDK, if and only if, Licensee's use of the Switchboard SDK is in a
Software Application that has fewer than 20,000 Activations and meets all
other Limitations.

For the purpose of determining the number of Activations of any Application,
the aggregate number of Activations across target operating systems/platforms
shall be used.

For example, if "Your App" has 20,000 Activations on iOS and 2,000 Activations
on Android, then Your App shall have 22,000 Activations for purposes of this
Agreement.

Synervoz may cancel or modify the Prototyping License for the Switchboard SDK
set forth in this section at any time with or without notice.

However, the Switchboard SDK is not open-source and the Licensee is still
subject to all of the terms as set forth on the first page of this Agreement.
Furthermore, Synervoz may make qualification determinations of the Prototyping
License requirements in its sole discretion.

(ii) Commercial Licenses: If Licensee is using the Switchboard SDK in an
application or combination of applications with more than 20,000 Activations
(including all versions of the Software Application) or otherwise does not
qualify for the Prototyping License pursuant to Section 3.1(a)(i) above, prior
to use of the Switchboard SDK the Licensee must purchase a Commercial License
from Synervoz by contacting:

licensing@synervoz.com

A Commercial License needs to be agreed and paid prior to being valid.

Licensee acknowledges that distribution of an Application or other technology
using the Switchboard SDK with more than 20,000 Activations or otherwise not
complying with the Limitations without a fully paid up Commercial License
renders any licenses granted by Synervoz hereunder void and invalid. Licensee
acknowledges it has no expectation of uninterrupted ongoing service and access
to Synervoz technology (including without limitation the Switchboard SDK) if
such licenses granted by Synervoz hereunder are void and invalid, with or
without notice, due to Licensee's failure to comply with the terms of this
Agreement.

(iii) Example Code License: Synervoz makes available certain example code and
sample apps to illustrate how the Switchboard SDK can be used in different
types of projects. Unless otherwise noted, license files are provided with
these example projects. These are distinct from licenses to the Switchboard
SDK, which are governed by this Master License Agreement. If you use any
example code or sample apps provided by Synervoz, you need to read these
license files as well.

If you are using one of our example apps that contains the Switchboard SDK,
you are also bound to this SWITCHBOARD SDK MASTER LICENSE AGREEMENT.

(b) Attribution. Licensee will comply with Section 5.2 to the exclusive
approval of Synervoz.
Synervoz may use Licensee's and/or its Application's name and logo for
external marketing, such as on its website and press releases.

(c) Support (paid subscription). The Prototyping License does not include
support. Synervoz has no obligation to provide assistance, responses,
troubleshooting, or services unless Licensee has an active paid subscription
or a Commercial License (per the terms of any such Commercial License).

Synervoz may offer a paid subscription on its website for the term and price
stated thereon to Licensees without a Commercial License. Support under any
such paid subscription includes commercially reasonable efforts email support
provided at Synervoz's discretion and is not expected to exceed one (1) hour
per month per licensee in the aggregate or as stated when you purchase support
or as otherwise stated in writing with Synervoz. Any unused support time
purchased does not carry over between months, and Synervoz has no obligation
to provide support in excess of the purchased time. Synervoz makes no
guarantees regarding response times or outcomes. Support fees are
non-refundable. Support is provided only during an active, paid subscription
term and shall automatically terminate upon expiration or non-payment.

Support does not include custom software development or implementation
services unless expressly agreed in writing by Synervoz. Support does not
relieve Licensee of responsibility for testing, validation, or determining the
suitability of the Switchboard SDK for any use case or production environment.

Any technologies, documentation, application programming interfaces, code, or
other materials created or provided by Synervoz in connection with such
support shall be deemed part of the Switchboard SDK and governed exclusively
by this Agreement. Licensee shall have no rights therein except as expressly
granted under this Agreement.

4.1 Intellectual Property.

(a) This Agreement does not transfer or assign to Licensee, any intellectual
property right including any patent, design, industrial design, trademark,
service mark, copyright or rights in any confidential information or trade
secrets, in or related to the Switchboard SDK or any part hereof. The
Switchboard SDK and all copies thereof remain the property of Synervoz and are
only licensed under this Agreement. Licensee acknowledges that there are no
implied licenses granted under this Agreement, and all rights, save for those
license rights expressly granted to Licensee hereunder, shall remain with
Synervoz. Licensee agrees that nothing in this Agreement shall adversely
affect any rights and recourse to remedies, including without limitation,
injunctive relief that Synervoz may have under any applicable laws relating to
the protection of Synevoz's intellectual property or other rights.

(b) Any feedback or suggestions provided to Synervoz by Licensee relating to
the Switchboard SDK, shall be owned by Synervoz and Licensee hereby assigns to
Synervoz all such feedback and suggestions.

5.1 Confidentiality. Other than as incorporated in the Applications'
documentation, Licensee shall not sell, transfer, publish, disclose, display
or otherwise make available the Switchboard SDK or copies thereof to others.
Licensee shall use reasonable efforts to secure and protect the Switchboard
SDK, documentation and copies thereof and to take appropriate action by
instruction or agreement with its Authorized Users.

5.2 Synervoz Attribution for Use of Switchboard SDK with Prototyping License.
To maintain continued service of the Switchboard SDK under a Prototyping
License, Licensee agrees to place the following notices in the credits for any
Software Application.

"[Software Application] uses the Switchboard SDK by Synervoz (Synervoz.com)

5.3 Marketing. Licensee agrees that Synervoz may refer to Licensee by trade
name and trademark, and may briefly describe Licensee's use of the Switchboard
SDK in marketing and on its website.

6.1 Warranty. Except as expressly set forth in this agreement, the Switchboard
SDK is provided "As Is" without warranty of any kind. Except to the extent
required by applicable law, Synervoz disclaims all warranties, whether
express, implied or statutory, regarding the Switchboard SDK, including
without limitation any and all implied warranties of merchantability,
accuracy, results of use, reliability, fitness for a particular purpose,
title, interference with quiet enjoyment, and non-infringement of third-party
rights. Further, Synervoz disclaims any warranty that Licensee's use of the
Switchboard SDK will be uninterrupted or error free.

6.2 Exclusion of Liability. In no event shall Synervoz be liable for any
damages whatsoever directly or indirectly arising out of or related to this
agreement or in connection with the transactions contemplated by this
agreement or any products, services or content made available through
Licensee's applications, whether or not such damages could reasonably be
foreseen or their likelihood has been disclosed to Synervoz. In no event shall
any officer, director, employee, agent, supplier, independent contractor, or
any merchants of record of Synervoz or any Synervoz affiliate have any
liability arising from or related to this agreement.

6.3 Limitation of Liability. In no event shall Synervoz be liable for any
damages that exceed, in the aggregate for all claims arising from or related
to this Agreement, the sum of any amounts Licensee has paid Synervoz for the
Switchboard SDK from which such claim arose.

6.4 Exceptions. Some jurisdictions do not allow limitations or exclusions of
certain types of damages and/or warranties and conditions. The limitations,
exclusions and disclaimers set forth in this Agreement shall not apply if and
only if and to the extent that the laws of a competent jurisdiction require
liabilities beyond and despite these limitations, exclusions and disclaimers.

7.1 Indemnification by Licensee. Licensee shall indemnify, hold harmless, and
if requested by Synervoz, defend Synervoz, Synervoz's affiliates, agents and
their respective successors, assigns, directors, officers, employees and
independent contractors (each a "Synervoz Indemnified Party") from any claims,
costs, damages, losses, settlement fees, and expenses (including without
limitation attorney fees and disbursements) incurred directly or indirectly by
a Synervoz Indemnified Party as a result of Licensee's or Licensee's
Authorized Users' breach of this Agreement and/or as a result of any third
party claim, proceeding, suit, judgment, settlement, or cause of action
("Claim"): (a) alleging the infringement, violation or misappropriation of any
intellectual property right including a patent, design, industrial design,
copyright, trade secret or trademark or other proprietary right by: (a)
Licensee's Application(s) or the use thereof, or the combination of Licensee's
Application(s) with the Switchboard SDK or any other portion thereof with any
hardware, software, or system, or service; or (b) otherwise related to or
arising from Licensee or Licensee's Authorized Users' use of the Switchboard
SDK (except for any third party claim based solely on Synervoz technology
included in the Switchboard SDK) or any use or distribution of Licensee's
Applications (including Licensee's development of Applications).

8.1 Term. This Agreement shall be effective upon Licensee's agreement to be
bound by the terms of this Agreement, (as manifested by the conduct described
in the first paragraph above) and shall end upon termination of this Agreement
in accordance with the provisions set out herein, or in the case of a
Commercial License, upon the end of the agreed-to license term for such
Commercial License, as applicable.

Upon the termination of this Agreement, or applicable license term,the license
shall immediately terminate and Licensee shall promptly stop all use of the
Switchboard SDK and delete all such copies.

8.2 Termination. Licensee may terminate this Agreement at will and without
notice for any reason whatsoever.

(a) If Licensee or any Authorized User breaches any provision of this
Agreement, Synervoz may terminate this Agreement and the license granted
hereunder. Licensee will be deemed to be in breach of this Agreement if: (1)
Licensee fails to comply with or perform a term or condition herein; or (2)
Licensee or any Authorized User interferes with Synervoz's customer service or
business operations; or (3) Licensee materially breaches any other agreement
that Licensee may have with Synervoz. Synervoz may terminate at any time for
convenience, and shall provide a pro rata refund for amounts paid for unused
periods, and only in this circumstance. No remedy herein conferred upon
Synervoz is intended to be, nor shall it be construed to be, exclusive of any
other remedy provided herein or as allowed by law or in equity, but all such
remedies shall be cumulative. In the event of the termination of this
Agreement pursuant to this Section 8.2 for cause, Licensee shall pay to
Synervoz all attorney fees, collection fees, and related expenses, expended or
incurred by Synervoz in the enforcement of any right or privilege hereunder.

(b) Section 3 (to the extent any amounts are owed to Synervoz), 4, 5, 6, 7, 8,
and 9 hereof
shall survive any termination of this Agreement.
(c) Any patent license rights granted herein terminate automatically upon
termination of this Agreement.
9.1 Amendment/Modification. This Agreement is the complete and exclusive
statement of the agreement between the parties, which supersedes and merges
all prior proposals, understandings and all other agreements, oral and
written, between the parties relating to this Agreement. This Agreement can be
modified or amended upon the mutual written consent of both the parties.

9.2 Non-Circumvention. The parties of this Agreement acknowledge that no
effort shall be made to circumvent its terms in an attempt to gain fees,
remunerations, or considerations to the benefit of any of the parties of this
Agreement, while excluding equal or agreed to benefits to any of the other
parties.

9.3 Governing Law. This Agreement and performance hereunder shall be governed
by the laws of the the province of Ontario, Canada. The parties agree that any
litigation arising out of or related to this Agreement must be brought in a
court located in Ontario, Canada, as the exclusive and mandatory venue and
jurisdiction for any litigation arising out of or related to this Agreement.

9.4 Class Action Waiver. Licensee agrees not to bring or participate in a
class or representative action, private attorney general action, or collective
arbitration related to the Switchboard SDK or this Agreement.

9.5 Severability. If any provision of this Agreement is invalid under any
applicable statute or rule of law, it is to that extent to be deemed omitted.

9.6 Assignment. The Licensee may not assign or sub- license, without the prior
written consent of Synervoz, its rights, duties or obligations under this
Agreement to any person or entity, in whole or in part. Synervoz may assign
this agreement without the prior written consent of Licensee.

9.7 Attorneys Fees. In the event of dispute between the parties hereto
regarding this Agreement, the prevailing party shall be entitled to recover
reasonable attorneys fees incurred in connection with the dispute in addition
to any other relief to which it may be entitled.

9.8 Waiver. The waiver or failure of Synervoz to exercise in any respect any
right provided for herein shall not be deemed a waiver of any further right
hereunder.

9.9 Relationship of Parties. The parties are not employees, agents, partners
or joint venturers of each other. Neither party shall have the right to enter
into any agreement on behalf of the other.

9.10 Headings and Titles. The headings and titles of this Agreement are for
convenience only and are not intended to define, limit or construe the
contents of the various sections.

10.1 Defined Terms.

(a) "API" means an application programming interface.

(b) "Application" means either an Embedded/Pre- bundled/Pre-Installed/Platform
Application or a Software Application.

(c) "Authorized Users" means: (i) any of Licensee's employees; or (b) any
consultants, independent contractors and any other persons Licensee authorizes
to use or to whom Licensee otherwise makes available the Switchboard SDK, in
each case to use on Licensee's behalf to develop Applications.

(d) "Distributable Source Code" means certain application templates, code
stubs, code snippets, example applications, sample code and code fragments in
source code form either included as part of the Switchboard SDK or otherwise
provided to Licensee.
(e) "Embedded Application" means any software application or system that may
permanently reside in an industrial or consumer device or any other type of
technical equipment (e.g., wearable/hardware companies and OEMs), developed
(or repackaged) by Licensee and which incorporates the Synervoz SDK. For the
use of this license, Embedded Application also means "Pre-Bundled" or
"Pre-Installed" or "Platform" software applications.
(f) "Reverse Engineer" includes, without limitation, any act of reverse
engineering, translating, disassembling, decompiling, decrypting or
deconstructing (including any aspect of "dumping of RAM/ROM or persistent
storage", "cable or wireless link sniffing", or "black box" reverse
engineering) data, software (including interfaces, protocols, and any other
data included in or used in conjunction with programs that may or may not
technically be considered software code), service, or hardware or any method
or process of obtaining or converting any information, data or software from
one form into a human-readable form.
(g) "Software Application" means a software application that consumers can
install on their personal device (e.g., through an app store or via download),
developed (or repackaged) by Licensee and which incorporates the Switchboard
SDK.
(h) "SDK" means any programming package (including any APIs, programming tools
or documentation) that enables the development of applications for any type of
platform, framework or system.
(i) "Switchboard SDK" means any version of an SDK developed by Synervoz,
including all respective software (including programs, tools, sample code,
templates, libraries, and interfaces), updates, APIs, information, data,
files, documentation, and other materials, whether tangible or intangible, in
whatever form or medium (including on- line tools), provided to Licensee at
any time, either by way of downloading from Synervoz or otherwise provided to
Licensee, for any development purposes (unless such materials are provided
pursuant to a separate license agreement for such materials by Synervoz and/or
its affiliates).

